N.J. Stat. tit. 4, ch. 13

N.J. Stat. tit. 4, ch. 13
in effect

N.J. Stat. § 4:13-1 Definitions

"Agricultural products" includes horticultural, viticultural, floricultural, forestry, dairy, livestock, fur-bearing animals, poultry, bee and any farm products, including fresh and salt water food products. "Association" means an association incorporated or a foreign corporation authorized to do business under this chapter. "Member" means an actual member of an association without capital stock and a holder of common stock in an association with capital stock. Amended by L.1953, c. 332, p. 1881, s. 1; L.1966, c. 286, s. 1.

N.J. Stat. § 4:13-2 Incorporation

Any 3 or more persons or any 2 or more agricultural co-operative associations or combination thereof eligible for membership under this chapter may form a nonprofit co-operative agricultural association, either with or without capital stock, by subscribing and filing a certificate of incorporation, as provided by this chapter. Amended by L.1966, c. 286, s. 2.

N.J. Stat. § 4:13-2.1 Annual fee; exemption from corporation business tax act and uniform security act

Each agricultural cooperative association organized hereunder with or without capital stock or foreign corporations authorized to transact business under the provisions of 4:13-15 shall pay to the Secretary of Agriculture an annual fee of $10.00, in lieu of all franchise or corporation taxes which fee shall accompany a statement of eligibility to be incorporated under this act to be filed on or before March 31 annually. Any such association shall be exempt from the provisions of the Corporation Business Tax Act provided that on or before the first day of the eighteenth month following the date of filing of certificate of incorporation with the Secretary of Agriculture, said association shall have applied for or received a letter of exemption from the Internal Revenue Service of the United States Department of the Treasury and a true copy of such application or letter of exemption is filed with the Secretary of Agriculture. Also any association incorporated hereunder or qualified under section 15 shall be exempt from the Uniform Security Law. The Secretary of Agriculture shall certify to the Director of the Division of Taxation and the Secretary of State the names of all agricultural cooperative associations on or before September 1 of each year that have complied with the requirements of this section. L.1966, c. 286, s. 3. Amended by L.1971, c. 324, s. 1, eff. Oct. 28, 1971.

N.J. Stat. § 4:13-3 Purposes of incorporation

An association may be organized to engage in any co-operative activities for its members, and within the limitations hereinafter in this chapter set forth, for nonmembers in connection with any of the following: a. The marketing, selling of, bargaining and contracting for agricultural products and the by-products thereof; or b. The production, manufacture, harvesting, preserving, drying, processing, canning, packing, storing, hauling, handling, shipping, ginning or utilization thereof; c. The manufacturing, purchasing, contracting for, or hiring, selling or supplying machinery, equipment, services or supplies, including livestock; d. The hiring or supplying of labor; e. The financing of any one or more of the above enumerated activities; or f. Any one or more of the activities specified in this section. Amended by L.1953, c. 332, p. 1881, s. 2; L.1966, c. 286, s. 4.

N.J. Stat. § 4:13-4 Certificate of incorporation

The certificate of incorporation shall be signed by all the incorporators and shall set forth: a. The name of the association, which may include the words "cooperative" and "association" ; b. The objects for which it is formed, which shall be one or more of the objects enumerated in section 4:13-3 of this Title; c. The territory in which its operations are to be conducted, the location of its principal office in this State and the name of the agent in charge thereof and upon whom process against the corporation may be served; d. The term for which it is to exist; e. The names and post-office addresses of the subscribers; f. If organized with capital stock, the total authorized capital stock, the number of shares into which the same is divided and the par value of each share; and, if there is more than one class of stock, a description of the different classes, with the terms on which the respective classes are to be created; g. (Deleted by amendment.) h. Any other provisions not inconsistent with law, which the association may see fit to adopt, governing the regulation and conduct of its affairs. Amended by L.1966, c. 286, s. 5; L.1971, c. 324, s. 2, eff. Oct. 28, 1971.

N.J. Stat. § 4:13-5 Use by similar organizations of term "co-operative"

No person, firm, corporation or association organized after February 28, 1924, for the purpose of engaging in any of the activities mentioned in section 4:13-3 of this Title, shall use the word "co-operative" as part of its corporate or other business name or title unless it has organized under this chapter, or has been authorized to transact business in New Jersey under section 15 of this chapter. Amended by L.1966, c. 286, s. 6.

N.J. Stat. § 4:13-6 Filing of certificate; fee

The certificate of incorporation shall be signed by incorporators, and; a. Shall be filed in the office of the Secretary of State; and, b. A duly certified copy of said certificate of incorporation shall be filed in the office of the Secretary of Agriculture, who shall charge a filing fee of $5.00. Amended by L.1951, c. 303, p. 1085, s. 1; L.1966, c. 286, s. 7; L.1971, c. 324, s. 3, eff. Oct. 28, 1971.

N.J. Stat. § 4:13-7 Association as body corporate

The persons so associating, their successors and assigns, shall, from the date of the filing and recording with the Secretary of State, be a body corporate by the name set forth in the certificate and shall acquire all the rights and privileges granted under the terms of this chapter upon filing with the Secretary of Agriculture. Amended by L.1966, c. 286, s. 8.

N.J. Stat. § 4:13-8 Amending certificate

The certificate of incorporation may be amended by the affirmative vote of a majority of the members or delegates present and acting at any regular meeting or at any special meeting called for that purpose, on 10 days' notice; if the amendment has first been approved by a 2/3 vote of the directors present and acting at a duly constituted meeting, and if the certificate as so amended is such as might have been originally made and filed under this chapter. A certificate of the amendment under the association's seal, signed by the president and acknowledged by the secretary, shall be filed in the manner provided in section 4:13-6 of this Title. Amended by L.1966, c. 286, s. 9; L.1971, c. 324, s. 4, eff. Oct. 28, 1971.

N.J. Stat. § 4:13-9 § 4:13-9

The certificate, or a copy thereof duly certified by the secretary of state, shall be evidence in all courts and places.

N.J. Stat. § 4:13-10 Merger or consolidation of associations

Whenever any two or more associations incorporated or authorized to transact business under the provisions of this act desire to merge or consolidate into a single new association, the directors thereof shall enter into a joint agreement therefor which shall contain and all the terms of the merger or consolidation and set forth, with regard to the new association, the facts required to be set forth in original certificates of incorporation of associations. In the case of a merger or consolidation the certificate of incorporation of a surviving or successor association shall be deemed to be amended or supplemented to the extent, if any, that changes in such certificates are stated in the merger or consolidation agreement and shall be deemed to be the Articles of Incorporation of the surviving association. The joint agreement shall be submitted to the members of each association concerned at separate meetings called upon 10 days' notice in writing for that purpose and if it is adopted by the vote of a majority of the members of each association present at each meeting, then a copy thereof, duly certified by the president and secretary of each association, shall be filed in the office of the Secretary of State and a certified copy filed with the Secretary of Agriculture together with a filing fee of $5.00 payable to the New Jersey Department of Agriculture. In the case of an association which has adopted the delegate plan of voting, the vote to be taken as provided herein may be taken at a meeting of the delegates and the required vote shall be a majority of the delegates present and voting. Amended by L.1966, c. 286, s. 10; L.1971, c. 324, s. 5, eff. Oct. 28, 1971.

N.J. Stat. § 4:13-10.1 Federated co-operative associations; membership

Two or more associations incorporated in New Jersey or foreign cooperatives may form or become a member of a federated cooperative association incorporated under this chapter or any similar act in any other State and assign to the federated association any mutually agreed functions and duties not inconsistent with this chapter. L.1966, c. 286, s. 11. Amended by L.1971, c. 324, s. 6, eff. Oct. 28, 1971.

N.J. Stat. § 4:13-11 Dissolution of associations

The members of any association, at any regular or special meeting or meetings called for the purpose upon not less than 20 days' notice of the time, place and object of the meeting or meetings first having been given as prescribed in the bylaws may by a vote of a majority of the members present and voting as such meeting or meetings vote to discontinue its operations and be dissolved in the manner hereinafter set forth. The resolution adopted at such meeting or meetings shall designate a committee of three members who shall act as trustees in dissolution and liquidate the assets, pay the debts and expenses and divide any of the remaining funds of the association among the members and patrons in accordance with the certificate of incorporation and the bylaws. Any vacancy on the committee of trustees in dissolution shall be filled by the remaining trustees from among the membership. Upon completion of dissolution proceedings a report thereof shall be signed by the committee or its successors and filed with the Secretary of Agriculture and a certificate thereof duly certified by the Secretary of Agriculture which the committee shall forthwith file with the Secretary of State for which the Secretary of State shall charge a filing fee of $10.00. Upon such filing such association shall be dissolved and cease to exist under this chapter. The resolution of the members may provide compensation for the services of the members of the committee. In the case of an association which has adopted the delegate plan of voting, the vote to be taken as provided herein may be taken at a meeting of the delegates and the required vote shall be a majority of the delegates present and voting. The Chancery Division of the Superior Court shall have full jurisdiction to hear in a summary manner any questions or litigation arising out of the proceedings of such dissolution. Amended by L.1951, c. 303, p. 1086, s. 2; L.1966, c. 286, s. 12; L.1971, c. 324, s. 7, eff. Oct. 28, 1971.

N.J. Stat. § 4:13-12 § 4:13-12

The provisions of the general corporation laws of this state, and all powers and rights thereunder, shall apply to the associations organized under this chapter, except where such provisions are in conflict with or inconsistent with the express provisions of this chapter.

N.J. Stat. § 4:13-13 Right of existing associations to come within chapter

An agricultural association or corporation, incorporated or authorized to do business in this State under any law other than this chapter, may become subject to the provisions of this chapter, provided a resolution declaring such change advisable is adopted by the directors of such association and approved in accordance with the statute under which it is incorporated or currently operating. A copy of the resolution, duly certified by the president or secretary of the association, shall be filed with the Secretary of State and Secretary of Agriculture and thereupon the association shall become subject in all respects to the provisions of this chapter. Amended by L.1966, c. 286, s. 13; L.1971, c. 324, s. 8, eff. Oct. 28, 1971.

N.J. Stat. § 4:13-14 Associations incorporated under 1920 law subject to chapter

All associations incorporated prior to February twenty-eighth, one thousand nine hundred and twenty-four, under the act entitled "An act to provide for the formation and regulation of co-operative agricultural associations," approved April twelfth, one thousand nine hundred and twenty (L.1920, c. 154, p. 300), shall be entitled to all the advantages and subject to all the requirements of this chapter.

N.J. Stat. § 4:13-15 Authorizing foreign corporations to transact business

A foreign corporation organized for the purpose of engaging in any of the activities mentioned in section 4:13-3 of this Title, and desiring to operate under the privileges granted by this statute, before transacting any business in this State, shall file in the office of the Secretary of State: a. A copy of its charter or certificate of incorporation; b. A statement, attested by its president and secretary under its corporate seal that it is organized as a nonprofit, cooperative agricultural association, and that it is operated for the mutual benefit of its members, and designating its principal office in this State and an agent upon whom process against the corporation may be served, which agency shall continue until the substitution, by writing, of another agent. Such agent shall be a domestic corporation duly qualified to act, a partnership or a natural person of full age actually a resident in this State; Upon the filing of such certificate and statement, the Secretary of State shall issue to such corporation, by whatever name known a certificate authorizing it to transact business in this State. Upon issuance of such certificate, the foreign cooperative shall forthwith file with the Secretary of Agriculture, who shall charge a filing fee of $5.00, duplicates of the said certificate and statement together with the following: c. A copy of its current bylaws, duly attested by its president and secretary, under its corporate seal. d. A certified copy of the certificate of authority issued by the Secretary of State. e. Upon filing of all required documents and payment of filing fee with the Secretary of Agriculture, the foreign cooperative shall acquire all of the rights and privileges granted under the terms of this chapter and be subject to its provisions including the filing of annual reports and statements. Amended by L.1953, c. 332, p. 1882, s. 3; L.1966, c. 286, s. 14; L.1971, c. 324, s. 9, eff. Oct. 28, 1971.

N.J. Stat. § 4:13-16 General powers of association

Every association may: a. Have succession, by its corporate name, for the period limited in its certificate of incorporation, and, when no period is limited, perpetually; b. Sue and be sued in any court; c. Make and use a common seal, and alter it at will; d. Hold, purchase and convey such real and personal estate as its purposes require, and all other real estate which has been bona fide conveyed or mortgaged to the association by way of security, or in satisfaction of debts, or purchased at sales upon judgment or decree obtained for debts. The power to hold real and personal estate shall include the power to take it by devise or bequest; e. Elect a board of directors; f. Make by-laws, not inconsistent with the law, for the management of its property, the regulation of its affairs, and the conduct and management of the association; g. Engage in any one or more of the activities enumerated in section 4:13-3 of this Title and specified in the certificate of incorporation; h. Make contracts necessary in the conduct of its operations and the transaction of its affairs; i. Borrow money necessary in the conduct of its operations and issue notes, bonds and other evidences of indebtedness therefor and give security, by mortgage or otherwise, for the payment thereof; and make advances to members; j. Establish reserve funds for contingencies and for working capital and patrons' revolving capital funds, in accordance with the provisions of this chapter, and invest such funds as provided in the by-laws; k. Foster membership in the association by advertising or by educational or other lawful means; l . Purchase, or otherwise acquire, and hold, own and exercise all rights of ownership in, and sell, transfer or pledge shares of the capital stock or bonds of any corporation or association engaged in a related activity, or in the handling or marketing of any of the products handled by the association; m. Become a member of or consolidate or merge with one or more other associations and wind up and dissolve itself, or be wound up and dissolved, in manner mentioned in section 4:13-11 of this Title; n. Exercise such incidental powers as may be necessary, or conducive to or expedient for the benefit of the association, in the exercise of any of the powers herein enumerated. Amended by L.1951, c. 303, p. 1087, s. 3.

N.J. Stat. § 4:13-17 § 4:13-17

The first meeting of the association shall be called by a notice, designating the time, place and purpose of the meeting, signed by a majority of the incorporators, and personally served upon or mailed to all the incorporators at least two days before the meeting. No notice shall be required if all the incorporators shall waive it in writing and fix a time and place for the meeting.

N.J. Stat. § 4:13-18 Election of directors; by-laws; adoption; contents

At the first meeting of the association the directors shall be elected and, by majority vote of the members or their written assent, bylaws shall be adopted regulating the conduct and management of the association. A copy of the bylaws certified by the president and secretary, shall be filed forthwith in the office of the Secretary of Agriculture. The bylaws shall provide the method for amending the bylaws. The bylaws shall, within the limitations of this chapter, prescribe: a. The time, place and manner of calling and conducting its meetings one of which shall be designated as the annual meeting and the number of members or delegates necessary to constitute a quorum for the transaction of business; b. The number and qualifications of members and the conditions under which membership shall be granted and terminated; rules governing the issuance, transfer and cancellation of membership certificates and certificates of common and other classes of stock and the manner of ascertaining the interests of members in the assets, if any, of the association; rules governing the exercise of the privileges of members; rules governing the method, time and manner of the resignation or withdrawal of members; and rules for ascertaining and paying the value of a member's interest upon his death, withdrawal, resignation, expulsion or the forfeiture of his membership; c. The number of the directors and the time, place and manner of their election and removal, their powers and duties, their number, not less than a majority, necessary to the exercise of their powers, and their compensation, if any, also their qualifications, manner of nominations, district and other eligibility requirements; d. The officers, their terms of office, the time and manner of their appointment and removal, their powers and duties and the manner in which their compensation, if any, shall be determined; e. The amount of entrance, organization and membership fees, if any, the manner and method of collection of the same, and the purposes for which they may be used; f. The amount which each member or stockholder shall be required to pay annually or from time to time, if at all, to carry on the business of the association, the charge, if any, to be paid by each patron for services rendered by the association to him and the time of payment and manner of collection; g. The date of the commencement of its business or fiscal year; h. The manner in which the dissolution may be effectuated and the division and distribution of the remaining funds. i. Any other provisions proper and necessary to carry out the purposes for which the association was formed. Amended by L.1953, c. 332, p. 1883, s. 4; L.1966, c. 286, s. 16; L.1971, c. 324, s. 10, eff. Oct. 28, 1971.

N.J. Stat. § 4:13-19 Board of directors

The board of directors of an association shall consist of not less than 3 persons and the directors shall be members of the association or individual representatives of corporate members thereof. The directors shall be chosen annually by the members or delegates and shall hold office for 1 year, except that an association, by so providing in its by-laws, may elect several classes of directors for different terms, classifying them according to their tenure. In such case no class shall be elected for a shorter period than 1 year or a longer period than 3 years and the term of office of at least one class shall expire in each year. Directors shall hold office until their successors have been elected and qualified and have entered upon the discharge of their duties. Vacancies shall be filled as provided in the by-laws. No director, during his term of office, shall be a party to a contract for profit with the association differing from the business relations accorded other members, except as the director may be employed by the association. The board shall manage the affairs of the association and perform other duties specifically imposed upon it by this chapter except that if provided in the by-laws the board may appoint an executive committee of not less than 3 members from among the board of which the president shall be one to act for the board of directors between meetings. Amended by L.1966, c. 286, s. 17.

N.J. Stat. § 4:13-20 Officers

The officers of an association shall include a president, vice president, secretary and treasurer, who shall be appointed annually by the board of directors. The president and vice president shall be appointed from among the directors. The secretary and treasurer may be nonmembers. The office of secretary and treasurer may be combined, and one individual appointed thereto. Vacancies in such offices shall be filled by the board for the unexpired term. The officers shall hold their offices until their successors are appointed and qualified and have entered upon the discharge of their duties. The board shall require the treasurer and may require any other officers, agents and employees, charged by the association with responsibility for the custody of funds or property, to give bond with sufficient surety for the faithful performance of their duties. The premium on such bonds shall be paid by the association.

N.J. Stat. § 4:13-21 Eligibility to membership

An association may admit as members, or issue common stock to, any persons engaged in the production of agricultural products, including the lessees and tenants of lands used for the production of such products, and any lessors and landlords who receive as rent all or any part of such products raised on the leased premises, or any association, however incorporated, whose members or stockholders are so engaged in the production of agricultural products. A member other than a natural person may by due authorization in writing be represented by a natural person or persons. Amended by L.1971, c. 324, s. 11, eff. Oct. 28, 1971.

N.J. Stat. § 4:13-22 Expulsion of members; removal of director or officer

A member, director or officer who is also a director of the association may, for cause, be expelled from membership or removed from office, by vote of not less than 2/3 of the directors present and voting at any regular meeting or at any special meeting of the board of directors called for the purpose. Under the terms and conditions prescribed in the bylaws, a member or stockholder member, as the case may be, may lose his membership and his right to vote if he ceases to belong to the class eligible for membership, or has done no business with an association for the previous fiscal year of the association. The person against whom charges are to be presented shall be given at least 20 days' written notice of the time, place and object of any such meeting, and of the charges against him and at the meeting shall have an opportunity to be heard in person or by counsel and by witnesses in regard thereto. Amended by L.1966, c. 286, s. 18; L.1971, c. 324, s. 12, eff. Oct. 28, 1971.

N.J. Stat. § 4:13-23 Issuance of certificates

Every association without capital stock shall issue a certificate of membership to each member. Every association with capital stock shall issue a certificate of common stock to each member. Such certificate shall not be transferable, and no person who may acquire the same by operation of law, or otherwise than as prescribed in this chapter and the certificate of incorporation and bylaws of the association, shall be entitled to become a member by virtue thereof. Notice of such limitations shall be printed on the face thereof or by a separate certificate firmly attached thereto. No association shall issue a certificate of membership or certificate of common stock until the membership fee, or stock subscription, has been paid in full. The promissory notes of the members may be accepted by the association as full or partial payment. Amended by L.1953, c. 332, p. 1884, s. 5; L.1966, c. 286, s. 19; L.1971, c. 324, s. 13, eff. Oct. 28, 1971.

N.J. Stat. § 4:13-24 Voting

No member shall be entitled to more than one vote except as herein provided. No vote by proxy shall be received. Absent members may, under rules prescribed in the bylaws, be permitted to vote on specific questions by ballots deposited with the secretary, or other proper officer of the association, by mail, which ballots shall be counted only at the meeting at which such specific questions are voted upon. Where the bylaws of an association provide for voting by mail ballot such mail ballots shall be counted the same as members present and acting for the purpose of a quorum. If so provided in the bylaws, the holders of preferred stock that is limited to producers or associations of producers may have voting power. Amended by L.1966, c. 286, s. 20; L.1971, c. 324, s. 14, eff. Oct. 28, 1971.

N.J. Stat. § 4:13-24.1 Proportionate voting rights; exception

An association incorporated under this chapter may provide in its certificate of incorporation or by-laws for proportionate or unequal voting rights of all its members based upon the patronage of said members, which shall be exercised when and as provided in said by-laws, except that no member shall be entitled to more than one vote in any case in which a statute requires the affirmative vote of a majority or more of the members. The method by which such proportionate voting rights shall be as determined and fixed in the certificate of incorporation or by-laws as the case may be. L.1966, c. 286, s. 21.

N.J. Stat. § 4:13-24.2 Election of delegates; method of voting

An association may, by by-law, provide for a method of voting for the election of a delegate or delegates from each of its designated districts or locals, and for voting by such delegates. As provided in the by-laws, each delegate may have one vote in the affairs of the association; or one vote for each member in his designated district or local; or one vote for each member who was present and voted in person at meetings in the respective districts or locals; or the number of votes may be apportioned according to patronage. L.1966, c. 286, s. 22.

N.J. Stat. § 4:13-25 Liability of member for debts of association

No member shall be personally liable for the debts of the association. Amended by L.1966, c. 286, s. 23.

N.J. Stat. § 4:13-26 Marketing contracts and agencies

Any association may enter into marketing contracts or agreements with any of its members and into contracts and agreements with any marketing or purchasing agency for the purpose of carrying out the objects of the association. Any two or more associations may have marketing or purchasing agencies in common, or otherwise unite in employing the same means for conducting their respective businesses; and such associations and their members may make the necessary contracts and agreements to effect such purposes.

N.J. Stat. § 4:13-26.1 Deductions from contracts by members with buyers, handlers or processors payable to association; liability for failure to deduct

Where any person, partnership, firm or corporation has voluntarily become a member of a nonprofit co-operative agricultural marketing association incorporated pursuant to chapter 13 of Title 4 of the Revised Statutes, and when any such member shall contract prior to harvest with any buyer, handler or processor for the sale of agricultural commodities, such member may authorize by an appropriate provision in a contract with the association or by a separate request, any such buyer, handler or processor of agricultural commodities to make deductions from moneys due such member in such amounts as may be agreed upon by the member and the association in their agreement and the buyer, handler or processor shall forward all moneys so deducted to such designated association on or before the fifteenth of the month following the month in which payment is made to the member, together with a statement showing the amount of agricultural commodities delivered by the member to buyer, handler or processor from which deductions are made. Buyers, handlers, or processors may, however, retain 5% of such deductions to cover cost of bookkeeping involved. It shall be unlawful for any buyer, handler, or processor to fail or refuse to make such deductions and forward such payments as prescribed herein and in the event of such failure or refusal, the buyer, handler or processor shall be liable to such association in a civil action for a sum equal to the amount of the deductions, plus interest, costs, and a reasonable counsel fee. L.1973, c. 52, s. 1, eff. March 2, 1973.

N.J. Stat. § 4:13-27 Requiring members to deal through association; withdrawal

The by-laws or contracts may require the members to sell all or any part of their specifically enumerated agricultural products, and buy all or any part of their specifically enumerated agricultural supplies, exclusively through the association, but in such case shall specify a reasonable period in each year during which a member, by giving the notice prescribed in the by-laws or contract, may withdraw and be released from his obligation to employ the services of the association in respect to such products and supplies. Amended by L.1966, c. 286, s. 24.

N.J. Stat. § 4:13-28 Liquidated damages for failure of member to perform

The by-laws or contract may fix specific sums, in amounts fairly related to the actual damages ordinarily suffered in like circumstances, to be paid to the association as liquidated damages by a member who shall fail to perform any obligation to the association imposed upon him by the certificate of incorporation, the by-laws or a contract between him and the association. Such provision shall be valid and enforceable in an action brought by the association against a member. Amended by L.1966, c. 286, s. 25.

N.J. Stat. § 4:13-29 Validity of contracts with members; breach of contract; injunction

Any contract between an association and any of its members, which is authorized by this chapter, shall be valid and enforceable in any action brought by the association against a member. In the event of any breach or threatened breach of such contract by a member, the association shall be entitled to an injunction to prevent further breach of the contract, and to a decree of specific performance thereof. Pending the adjudication of such an action, and upon filing a verified complaint showing the breach or threatened breach, and upon filing a sufficient bond, the association shall be entitled to a temporary restraining order and preliminary injunction against the member. Amended by L.1966, c. 286, s. 26.

N.J. Stat. § 4:13-30 Dealings with nonmembers

The association may market agricultural products and purchase equipment and supplies for nonmembers, but not to an amount greater in value than the amount purchased and sold for members. The value of purchases made for nonmembers who are not producers, shall not exceed 15% of the value of all purchases. As a condition of its contract with a nonmember, the association may impose upon him any liability for the contracts, debts and engagements of the association which does not exceed the liability of a member. In no case shall the association charge a nonmember for services more than a member is charged for similar services. An association not exempt under the provisions of the Federal Internal Revenue Code shall not be restricted in its purchases for nonmembers or nonmember nonproducers and shall not be required to make refunds to nonmembers or nonmember nonproducers as required under sections 4:13-32 and 4:13-33 of the Revised Statutes, if so provided in the by-laws. Amended by L.1940, c. 146, p. 311, s. 1; L.1953, c. 332, p. 1884, s. 6; L.1966, c. 286, s. 27.

N.J. Stat. § 4:13-31 Reserve funds; fees and charges; patron's revolving funds; certificates

The directors may establish reserve funds for working capital and for contingencies and patrons' revolving funds and transfer thereto, from time to time in their discretion, such sums as they may deem expedient. The association may provide for the payment of expenses necessary in the performance of its services for members, and accumulation of the said funds, through fees, dues, assessments, charges, retains or deductions from patrons' refunds, and earnings or savings to be fixed and collected as prescribed by the board of directors. Shares in such patrons' revolving funds may be evidenced by certificates or notices, which may be issued upon such terms and shall be redeemable and payable at such times, as shall, from time to time, be determined by the board of directors. Amended by L.1951, c. 303, p. 1089, s. 4; L.1953, c. 332, p. 1885, s. 7; L.1966, c. 286, s. 28.

N.J. Stat. § 4:13-32 Dividing yearly balance of associations without capital stock

In the case of associations without capital stock after payment of expenses and the establishment of the funds, as authorized in section 4:13-31 of this Title, and as soon after the end of the fiscal year as possible, the whole balance remaining shall be divided among those patrons, members, and nonmember producers and may include nonproducers on the basis of patronage in the proportion that the volume of business done for such patrons by the association during the fiscal year bears to the total volume of business transacted by the association during the fiscal year; provided, however, that the association instead of paying patronage dividends to member and nonmember producers in cash may keep a permanent record from which the proportionate shares of the patronage dividends due to member and nonmember producers can be determined, as part of a reserve or patrons' revolving fund, which may be evidenced by certificates or notices, and in the case of nonmember producers, such shares may be made applicable toward the cost of membership in the association. In calculating the amount to be paid to a nonmember upon whom liability for the debts of the association has not been imposed as authorized by section 4:13-30 of this Title, such sum shall be deducted as in the opinion of the directors is a reasonable charge, in lieu of such liability. Amended by L.1940, c. 146, p. 311, s. 2; L.1951, c. 303, p. 1089, s. 5; L.1966, c. 286, s. 29.

N.J. Stat. § 4:13-33 Dividends and division of balance of associations with capital stock

In the case of associations with capital stock, after payment of expenses and the establishment of the funds, as authorized in section 4:13-31 of this Title, and as near or as soon after the end of the fiscal year as possible there shall be paid to the members out of the income of the association an interest dividend not exceeding 8% of the par value of the stock held by them at the end of the fiscal year. The whole balance then remaining after the payment of interest dividend shall be divided among those patrons, members and nonmember producers and may include nonproducers on the basis of patronage, in the proportion that the volume of business done for such patrons by the association during the fiscal year bears to the total volume of business transacted by the association during the fiscal year; provided, however, that the association, instead of making such division among the member and nonmember producers in cash, may keep a permanent record from which the proportionate shares due to members and nonmember producers can be determined, as part of a reserve for patrons' revolving fund, which may be evidenced by certificates or notices and, in the case of nonmember producer patrons, such shares may be made applicable toward the purchase price of a share or shares of stock of a membership in the association. In calculating the amount to be paid to nonstockholders, upon whom liability for the debts of the association has not been imposed as authorized by section 4:13-30 of this Title, such sum shall be deducted as in the opinion of the directors is a reasonable charge in lieu of such liability. Amended by L.1940, c. 146, p. 312, s. 3; L.1951, c. 303, p. 1090, s. 6; L.1966, c. 286, s. 30.

N.J. Stat. § 4:13-34 Annual audit and report; disclosure forbidden

An association shall appoint, annually, an auditing committee of 3 persons, who shall not be directors, officers, agents or employees of the association but who may or may not be members thereof; or have a certified public accountant conduct such audit. At the close of each fiscal year a complete audit of the operations of the association shall be made, a written report of which shall include a general statement of its business operations, the balance sheet, the operating statement, the total number of members thereof, and other proper information, and shall be submitted to the members or delegates at the next regular meeting or meetings. No person shall, without consent of the association, except in obedience to judicial process, make or permit any disclosure whereby any information contained in the report may be identified as having been furnished by the association. Amended by L.1966, c. 286, s. 31.

N.J. Stat. § 4:13-34.1 Filing of annual report; contents

Any association coming under the provisions of this chapter shall, within 4 months after the expiration of its fiscal year, file an annual report with the Secretary of Agriculture, which shall include, but not be limited to a copy of the annual audit, any changes in the articles of incorporation or by-laws, a list of the current officers and directors, date of the preceding annual meeting of members or delegates, and such other information as shall be prescribed on a form provided by the secretary. L.1966, c. 286, s. 32.

N.J. Stat. § 4:13-35 List of associations not filing report of audit

On or before August 31 each year, the Secretary of Agriculture shall have the authority, if in his opinion the same is justified, to certify to the Secretary of State a list containing the names of any co-operative associations incorporated or qualified under the provisions of this chapter and which have not filed the written report and audit as required by section 4:13-34 of the Revised Statutes for the fiscal year ending during the calendar year next preceding the date of certification. Such certification in the case of a domestic co-operative shall direct that such association be dissolved by proclamation and in the case of foreign associations shall certify to the Secretary of State that the authority of such association to transact business in this State be terminated. The Secretary of Agriculture shall have the authority to have an accountant of the department examine the books and accounts of any co-operative association that fails to comply with the provisions of 4:13-34 and notify the membership as to the findings. L.1951, c. 303, p. 1091, s. 7. Amended by L.1966, c. 286, s. 33.

N.J. Stat. § 4:13-36 Notice to associations

The Secretary of Agriculture shall, within the ten days immediately following transmittal of the list to the Secretary of State, mail a notice of his action under this act, together with a copy of this act, to each co-operative association whose name appears on such list, addressed to the principal office of the association as shown on the records in the office of the Secretary of State. L.1951, c. 303, p. 1091, s. 8.

N.J. Stat. § 4:13-37 Proclamation of dissolution; publication

The Secretary of State shall, upon receipt of such a list, cause the names so certified to be compared with his records, and if error is discovered he shall cause necessary corrections therein to be made by the Department of Agriculture. He shall then make a proclamation under his hand and seal of office as to the co-operative associations whose names are included in such list as finally corrected, declaring such co-operative associations dissolved and their charters forfeited, or their authority to transact business in this State terminated pursuant to the provisions of this act. He shall file the original proclamation in his office, mail a copy to each co-operative association named in such proclamation, addressed to the principal office of the association as shown on the records in the office of the Secretary of State and shall publish a copy thereof in the issue of the pamphlet laws next following the making of said proclamation. L.1951, c. 303, p. 1091, s. 9. Amended by L.1953, c. 332, p. 1885, s. 8; L.1966, c. 286, s. 34.

N.J. Stat. § 4:13-38 Dissolution upon issuance of proclamation

Upon issuance of such proclamation and the mailing of a copy thereof, in the manner aforesaid, each domestic association named therein shall be deemed dissolved without further legal proceedings; and the authority of foreign associations to transact business in this State terminated. L.1951, c. 303, p. 1092, s. 10. Amended by L.1953, c. 332, p. 1886, s. 9; L.1966, c. 286, s. 35.

N.J. Stat. § 4:13-39 Copies of proclamation; mailing; filing

The Secretary of State shall also mail a copy of such proclamation to the clerk of each county in the State. The county clerk shall file the copy received by him without charge but need not record it. L.1951, c. 303, p. 1092, s. 11. Amended by L.1953, c. 332, p. 1886, s. 10.

N.J. Stat. § 4:13-40 Reservation of names of dissolved associations

The names of all co-operative associations so dissolved or whose authority to transact business has been terminated shall be reserved for a period of 4 months immediately following the date of mailing a copy of the proclamation by the Secretary of State to the association, as if the association were still in existence. L.1951, c. 303, p. 1092, s. 12. Amended by L.1953, c. 332, p. 1886, s. 11; L.1966, c. 286, s. 36.

N.J. Stat. § 4:13-41 Certificate of compliance; effect; fees

If any such association so dissolved or whose authority has been terminated shall file with the Secretary of State before the expiration of 3 months a certificate of compliance issued by the Department of Agriculture that all required reports of the co-operative association have been filed with that department, it shall have the effect of annulling all of the proceedings theretofore taken for the dissolution or termination of such co-operative association under the provisions of this act, and such association shall thereupon have such corporate powers, rights, duties and obligations as it had on the date of the mailing of a copy of the proclamation with the same force and effect as if such proclamation had not been made. The fee of the Secretary of State for filing such certificate shall be $5.00, and of the Department of Agriculture for issuance of the certificate of compliance, $5.00. L.1951, c. 303, p. 1092, s. 13. Amended by L.1953, c. 332, p. 1886, s. 12; L.1966, c. 286, s. 37.

N.J. Stat. § 4:13-42 Publication of notice of compliance

Whenever a co-operative association shall have obtained a certificate of compliance and have filed the same in the office of the Secretary of State, the Secretary of State shall publish a notice thereof in the next succeeding issue of the pamphlet laws, and shall send a copy of such notice to the county clerk of the county in which, according to his records, the principal office of the association is located. The county clerk shall file such copy and make appropriate entry on his records without charge. L.1951, c. 303, p. 1093, s. 14. Amended by L.1953, c. 332, p. 1887, s. 13.

N.J. Stat. § 4:13-43 Definitions

The words and phrases used herein shall, unless the content otherwise indicates, have the following meanings: (a) "Secretary" means the Secretary of Agriculture of the State of New Jersey or his duly authorized agent. (b) "Cooperative association" means any association authorized to do business in New Jersey pursuant to the provisions of chapter 13 of Title 4 of the Revised Statutes and the amendments and supplements thereto. (c) "Producer" means any person, firm, partnership, association or corporation engaged in producing or raising any agricultural commodities. (d) "Processor" means any person, firm, partnership, association or corporation who cans, freezes, dries, or otherwise preserves or processes, handles, hauls, carries, transports, or distributes any agricultural commodities as herein defined and shall include any agent of any such processor. (e) "Agricultural commodities" include horticultural, viticultural, forestry, dairy, livestock, poultry, bee and any farm products including fresh and salt water products. L.1962, c. 131, s. 1, eff. July 27, 1962.

N.J. Stat. § 4:13-44 Public policy

It is hereby declared to be in the public interest and the public policy of this State to establish and support the right of any producer to join voluntarily and belong to cooperative associations. L.1962, c. 131, s. 2, eff. July 27, 1962.

N.J. Stat. § 4:13-45 Unfair practices

It is an unfair practice, and unlawful, for any processor, or for any other person, to do any of the following: (a) Interfere with, restrain, coerce or boycott producers in the exercise of the rights guaranteed pursuant to section 2 hereof. (b) Discriminate against producers with respect to price or other terms of purchase of agricultural commodities, by reason of the producer's membership in or contract with a cooperative association. (c) Pay or loan money, or give or loan any other thing of value to a producer as an inducement or reward for refusing to or ceasing to belong to a cooperative association. (d) Knowingly give false reports about the finances, management or activities of a cooperative association. L.1962, c. 131, s. 3, eff. July 27, 1962.

N.J. Stat. § 4:13-46 Violations; complaints; hearings

For the purpose of enforcing the provisions of this act the secretary is authorized to receive complaints from producers against any processor, or any other person, with respect to violations of the unfair practices specified in section 3. Upon being satisfied as to the bona fides of the complaint the secretary may conduct a hearing on the complaint and shall furnish such persons with a copy of the complaint and a notice of the time and place of hearing, which notice shall be served either personally or by registered mail directly to his place of business or last known residence address, with postage prepaid, at least 10 days prior to the time fixed for hearing. In the hearing of any complaint the secretary or assistant whom he may designate may sign and issue subpoenas, administer oaths, examine witnesses, take depositions, receive evidence and require by subpoenas the attendance and testimony of witnesses and the production of such accounts, records and memoranda, as may be material in the determination of the matter alleged in the complaint. The secretary shall render a decision either dismissing the complaint or specifying the facts which he deems established at the hearing. L.1962, c. 131, s. 4, eff. July 27, 1962. Amended by L.1971, c. 324, s. 15, eff. Oct. 28, 1971.

N.J. Stat. § 4:13-47 Injunctions

The secretary may also bring an action to restrain the violation or threatened violation of any provision of this act in the Superior Court. L.1962, c. 131, s. 5, eff. July 27, 1962. Amended by L.1971, c. 324, s. 16, eff. Oct. 28, 1971.

N.J. Stat. § 4:13-48 Penalties

Any processor who shall have been found to have violated any of the provisions of this act shall forfeit and pay a penalty of not less than $100.00 nor more than $500.00 for each offense to be sued for and recovered by and in the name of the "State of New Jersey." L.1962, c. 131, s. 6, eff. July 27, 1962. Amended by L.1971, c. 324, s. 17, eff. Oct. 28, 1971.

N.J. Stat. § 4:13-49 Penalty enforcement proceedings; process; summary proceedings; jail sentence

In proceedings for the collection and enforcement of a penalty imposed because of the violation of any provision of this act, process shall issue in the name of the State as plaintiff, upon the complaint of the secretary. The penalty shall be collected and enforced in summary proceedings pursuant to the Penalty Enforcement Law (N.J.S. 2A:58-1 et seq.). The court shall, if judgment be rendered for the plaintiff, cause any defendant who may refuse or neglect to pay forthwith the amount of the judgment rendered against him and all the costs and charges incident thereto, to be committed to the county jail for any period not exceeding 100 days. L.1962, c. 131, s. 7, eff. July 27, 1962.

N.J. Stat. § 4:13-50 Compliance not deemed conspiracy or combination in restraint of trade, etc.; dissemination of information; marketing adjustments

a. No association complying with the terms hereof shall be deemed to be a conspiracy, or a combination in restraint of trade, or an illegal monopoly; or be deemed to have been formed for the purpose of lessening competition or fixing prices arbitrarily, nor shall the contracts between the association and its producers, or any agreements authorized in this act, be construed as an unlawful restraint of trade, or as a part of a conspiracy or combination to accomplish an improper or illegal purpose or act. b. An association may acquire, exchange, interpret and disseminate past, present and prospective crop, market, statistical, economic and other similar information relating to the business of the association, either directly or through an agent created or selected by it or by other associations acting in conjunction with it. c. An association may advise its members in respect to the adjustment of their current and prospective production of agricultural commodities and its relation to the prospective volume of consumption, selling prices and existing or potential surplus, to the end that every market may be served from the most convenient productive areas under a program of orderly marketing that will assure adequate supplies without undue enhancement of prices or the accumulation of any undue surplus of agricultural products. L.1971, c. 324, s. 18, eff. Oct. 28, 1971.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://www.njleg.state.nj.us/legislative-activity/statutesFetched: 10/17/2026

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